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United States securities and exchange commission logo





                             April 4, 2024

       Jason Murray
       Chief Executive Officer
       PACS Group, Inc.
       262 N. University Ave.
       Farmington, UT 84025

                                                        Re: PACS Group, Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed April 1, 2024
                                                            File No. 333-277893

       Dear Jason Murray:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our March 28, 2024
letter.

       Amendment No. 2 to Registration Statement on Form S-1

       Cover Page

   1.                                                   We note the revised
disclosure in response to comment 2 and reissue in part. Please
                                                        further revise the
cover page to identify Messrs. Murray and Hancock as the controlling
                                                        shareholders, clarify
that the controlling shareholder provisions benefitting the founders
                                                        are contained in the
charter, and disclose the various levels of the founders' beneficial
                                                        ownership to which they
apply (collectively 50%, 40% and 20%, and individually at 20%
                                                        and 10% of the
outstanding common stock). We note the charter provisions that allow the
                                                        founders to act by
written consent in lieu of a meeting and to remove and appoint directors
                                                        while only beneficially
owning a majority of the shares. Given these provisions,
                                                        particularly where no
meeting is required, it is unclear how you have determined that the
                                                        holders of common stock
(other than the founders) will have the ability to influence
                                                        corporate actions for
the foreseeable future. Please clarify. In addition, please further
 Jason Murray
FirstName   LastNameJason Murray
PACS Group,    Inc.
Comapany
April       NamePACS Group, Inc.
       4, 2024
April 24, 2024 Page 2
Page
FirstName LastName
         disclose the charter provisions that allow the board ability to
authorize and issue
         additional shares of common stock which may dilute common
stockholders, and their
         ability to authorize and issue preferred stock that has distinct
voting and board
         representation rights. Please also revise the summary risk factors and
risk factors to
         provide these additional details. Finally, please revise the
description of common stock
         and related provisions in the section "Description of Capital Stock"
to reflect the impact of
         these provisions.
Use of Proceeds, page 68

2.       We note the revised disclosure in response to comment 1, that you will
use $330.0 million
         of the $370.0 million net proceeds of the offering to repay amounts
outstanding under
         your Amended and Restated 2023 Credit Facility. Please revise the use
of proceeds to
         disclose the current amount outstanding under the credit facility, the
total amount
         available, and clarify the applicable interest rates. In addition,
provide further detail
         regarding the use of the proceeds of the indebtedness. Please refer to
Instruction 4 to Item
         504 of Regulation S-K. Please clarify, here or elsewhere where you
address liquidity, your
         plans for using a portion of the proceeds to pay off a portion of the
debt. It is unclear how
         the proceeds from this offering factor into the disclosure of your
material cash
         commitments on page 92. In addition, to the extent there are
additional funds available
         under the credit facility, clarify any current plans for future
borrowing. Also revise the
         summary to highlight the amount and percentage of the net proceeds
that will be used to
         pay off the credit facility, and revise the summary risk factors and
risk factors to highlight
         the risks related to this use of proceeds, including any applicable
restrictions and related
         covenants. Finally, please revise Exhibit 10.1, the 2023 Credit
Facility, to provide the list
         of omitted schedules and exhibits. Refer to Item 601(a)(5) of
Regulation S-K.
General

3.       We note you have added gatefold graphics with photos of multiple
building entrances and
         the caption, "PACS . . . Healthcare Elevated." As you have not used
"healthcare elevated"
         elsewhere in the prospectus, please revise an appropriate section of
the registration
         statement to clarify your intended meaning behind this term. To the
extent you retain this
         term in the graphic, please also revise to avoid focusing on only the
most favorable
         aspects of your business and making claims that are inappropriate for
the summary or
         repeat information from the summary. Please refer to Compliance and
Disclosure
         Interpretations (CD&I) Securities Act Forms, Question 101.02. To the
extent you retain
         photos of buildings in the graphics, provide a narrative description
of the buildings to
         clarify that you own the depicted buildings and clarify how they are
representative of your
         business.
4.       We note the revised disclosure on page 55 and elsewhere in response to
comment 8 of our
         March 22, 2024 letter. Please, revise the risk factor disclosure to
provide a separate risk
         factor with a heading that highlights the risks related to the
potential loans and pledge of
         securities. Please also revise to clarify, if true, that the parties
have not agreed to any
 Jason Murray
PACS Group, Inc.
April 4, 2024
Page 3
      terms of the margin loans, nor have they entered into the loans. Please
clarify the risks
      associated with the fact that the loans are not finalized, including that
the current cap of
      15% for which the founders have been released from the lockup agreement
could be
      raised by agreement with the lenders, who would potentially benefit from
a higher cap,
      and that default on the loans could result in a change in control.
Highlight these risks in
      the summary risk factors.
       Please contact Jeanne Bennett at 202-551-3606 or Li Xiao at 202-551-4391
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Juan Grana at 202-551-6034 or Abby Adams at 202-551-6902 with any other
questions.



                                                             Sincerely,

FirstName LastNameJason Murray                               Division of
Corporation Finance
                                                             Office of
Industrial Applications and
Comapany NamePACS Group, Inc.
                                                             Services
April 4, 2024 Page 3
cc:       Shayne Kennedy, Esq.
FirstName LastName
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